Myeloproliferative disease (MPD) represents abnormal proliferation of myeloid cells in the blood and bone marrow, and is considered to be a "stem cell disorder." Although the pathologic classification of MPD has been recently defined, the molecular pathogenesis of disease is not well understood. Most individuals diagnosed with MPD succumb to their disease from either complications of progressive cytopenias (bleeding or infections) or transformation to acute leukemia. Therefore, it is imperative that we identify alternative approaches to treat MPD. We generated CREB transgenic mice in which the cAMP Response Element Binding protein (CREB) is expressed in the myeloid lineage. These mice develop monocytosis, splenomegaly, and MPD. In bone marrow colony assays, we observed increased proliferation, growth factor independence, and blast transformation with tertiary replating of bone marrow from CREB transgenic mice. Bone marrow transplantation with CREB transgenic mouse bone marrow result in enhanced myeloid engraftment and increased numbers of stem cells. CREB is overexpressed in hematopoietic cells from patients with MPD. In this proposal, we hypothesize that the CREB transgenic mouse is a model for human MPD and that CREB plays a role in regulating stem cell self-renewal and possibly transformation to acute leukemia. To test these hypotheses, we will: 1) characterize the MPD phenotype in hMRP8-CREB transgenic mice; 2) characterize the biological and cellular effects of CREB overexpression in hematopoietic stem cells; and 3) characterize the cooperation of CREB with other oncogenes in MPD. In Specific Aim 1, we will study the time course, immunophenotype, colony formation, and development of MPD in CREB transgenic mice over time. We will also correlate our findings with human disease. In Specific Aim 2, we will investigate the phenotype of CREB overexpression in primary stem cells. We will transduce bone marrow progenitor cells with CREB retrovirus or lentivirus at different stages of differentiation and examine the effects of CREB on stem cell proliferation and differentiation in vitro and in vivo. Since 30% of patients with MPD have ras mutations, we will transduce bone marrow from K-rasG12D mice with CREB retrovirus and examine colony formation, immunophenotype, engraftment, and potential transformation to AML. These studies will provide new insights into the molecular pathways leading to MPD.